What changed in this filing

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Item 9A. Controls and Procedures

2025-02-21 compared with 2024-02-16 · 36 added, 50 removed, 206 unchanged (29% of the section changed)

19 unchanged sentences

Other Information

On November 8, 2023 , Giel Rutten , Amkor’s President and Chief Executive Officer , adopted a “Rule 10b5-1 trading arrangement” as such term is defined in paragraph (a) of Item 408 of Regulation S-K promulgated under the Securities Act, which is intended to satisfy the affirmative defense of Rule 10b5-1(c).

Rutten’s Rule 10b5-1 trading arrangement will terminate on the earliest of:

(a) August 30, 2024;

(b) the first date on which all trades have been executed or all trading orders relating to such trades have expired;

and (c) the date on which Mr.

Rutten gives notice to terminate his Rule 10b5-1 trading arrangement.

175,000 shares of our common stock are to be sold under Mr.

Rutten’s Rule 10b5-1 trading arrangement .

During the three months ended December 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as such terms are defined in paragraphs (a) and (c), respectively, of Item 408 of Regulation S-K promulgated under the Securities Act of 1933, as amended.

On February 20, 2025, the Board of Directors (the “Board”) of the Company amended and restated the Restated Bylaws of the Company (as amended and restated, the “Bylaws”), effective February 20, 2025.

The changes to the Bylaws include the following:

• Sections 1.1 and 1.2 were amended to clarify that annual meetings and special meetings of the Company’s stockholders may be held in whole or in part by means of remote communication.

• Sections 1.4 and 1.5 were amended to clarify and further enhance procedural mechanics and informational requirements in connection with stockholder nominations of directors and submissions of stockholder proposals pursuant to the advance notice provisions of the Bylaws, including updates to reflect the U.S.

Securities and Exchange Commission’s adoption of “universal proxy” rules as set forth in Rule 14a-19 (“Rule 14a-19”) under the Exchange Act.

The amended advance notice provisions now require, among other things, that (a) stockholders seeking to nominate directors pursuant to Rule 14a-19 comply with the requirements of such rule and certify such compliance prior to the applicable meeting, (b) nominating stockholders and their nominee(s) disclose their respective holdings of, and arrangements relating to, shares of the Company, including any agreements, plans or proposals that would be required to be disclosed on Schedule 13D under the Exchange Act, (c) any Proposing Person(s) (as defined in the Bylaws) provide in the required notice additional background information, disclosures, and representations with respect to such Proposing Person(s), any proposed director nominees, and any proposed business, and (d) the Proposing Person(s) update such notice, if necessary, so that it remains true and correct closer to the meeting date.

• Section 1.9 was amended to provide that any stockholder soliciting proxies from other stockholders must use a proxy card color other than white, which will be reserved for the exclusive use by the Board.

• Section 2.7 was amended to clarify that the Board may elect one of its members to serve as chairman, and that the Board may appoint, in its discretion, a vice chairman.

• Section 6.1 was amended to clarify that the term “officer,” as used in the indemnification provisions of Article VI of the Bylaws, shall refer exclusively to officers appointed by the Board pursuant to Article IV of the Bylaws, or, for entities other than the Company, to officers appointed by the equivalent governing body of such entity.

• Section 8.1 was amended to provide that the federal district courts of the United States of America shall be the exclusive forum for any actions against the Company arising under the Securities Act of 1933, as amended.

The amended Section 8.1 also provides that stockholders who file a Foreign Action (as defined in the Bylaws) that falls within the scope of the Company’s forum selection clause are deemed to have consented, for certain actions to enforce the Company’s forum selection clause, to (a) the personal jurisdiction of the Delaware Court of Chancery and (b) having service of process made upon such stockholder’s counsel in the Foreign Action.

In addition, certain other ministerial, modernizing, clarifying and conforming changes were made to the Bylaws.

The foregoing summary of the changes effectuated by the amendment and restatement of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is included as an exhibit to this Annual Report on Form 10-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

1 unchanged sentence

Directors, Executive Officers and Corporate Governance

The information required by this Item 10, with the exception of information relating to our Code of Business Conduct (the “Code of Business Conduct”) as disclosed below, is incorporated herein by reference from the material included under the captions “Proposal One:

The information required by this Item 10, with the exception of information relating to our Insider Trading Policy (the “Insider Trading Policy”) and our Code of Business Conduct (the “Code of Business Conduct”) disclosed below, is incorporated herein by reference from the material included under the captions “Proposal One:

Election of Directors,” “Corporate Governance,” “Executive Officers” and “Delinquent Section 16(a) Reports” in our definitive proxy statement to be filed with the SEC pursuant to Regulation 14A within 120 days after our fiscal year ended December 31, 2024 in connection with our 2025 Annual Meeting of Stockholders (the “Proxy Statement”).

We have adopted insider trading policies and procedures governing the purchase, sale and other dispositions of securities of Amkor by directors, officers and employees that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards of the Nasdaq Global Select Market.

Our insider trading policy states, among other things, that our directors, officers and employees are prohibited from trading in such securities while in possession of material, nonpublic information.

The foregoing summary of our insider trading policies and procedures does not purport to be complete and is qualified by reference to our Insider Trading Policy filed as an exhibit to this Annual Report on Form 10-K.

The Code of Business Conduct is written and is applicable to all employees, including our Chief Executive Officer, Chief Financial Officer and Controller.

53 unchanged sentences

POSAM — 8/26/98

3.3 Restated Bylaws as amended on November 5, 2013.

10-K 12/31/13 3.3 2/28/14

3.3 Amended and Restated Bylaws of Amkor Technology, Inc., effective February 20, 2025.

4.1 Specimen Common Stock Certificate.

51 unchanged sentences

10.21 Global Performance-Vested Restricted Stock Unit Award Agreement Guillaume Marie Jean Rutten December 2023*

10.22 Form of Global Performance-Vested Restricted Stock Unit Award Agreement December 2023*

10.23 Form of Global Time-Vested Restricted Stock Unit Award Agreement*

10-K 12/31/23 10.21 2/16/24

10.22 Global Performance-Vested Restricted Stock Unit Award Agreement Guillaume Marie Jean Rutten February 2024*

10.23 Form of Global Performance-Vested Restricted Stock Unit Award Agreement since December 2023*

10-K 12/31/23 10.22 2/16/24

10.24 Form of Global Time-Vested Restricted Stock Unit Award Agreement*

10.25 Global Time-Vested Restricted Stock Unit Award Agreement Guillaume Marie Jean Rutten December 2023*

10.26 Global Time-Vested Restricted Stock Unit Award Agreement Guillaume Marie Jean Rutten February 2024*

10.27 Form of Global Non-Employee Director Time-Vested Restricted Stock Unit Award Agreement*

10-K 12/31/21 10.35 2/18/22

10.25 Amended and Restated Non-Employee Director Compensation Policy

10-Q 6/30/22 10.1 8/4/22

10.28 Second Amended and Restated Non-Employee Director Compensation Policy *

10-K 12/31/22 10.25 2/22/23

10.29 Third Amended and Restated Non-Employee Director Compensation Policy *

10-Q 06/30/24 10.1 7/30/24

10.30 Fourth Amended and Restated Non-Employee Director Compensation Policy *

Incorporated by Reference Included Herewith

Exhibit Number Exhibit Description Form Period Ending Exhibit Filing Date

10.31 Amended and Restated Executive Incentive Bonus Plan*

3 unchanged sentences

10-Q 6/30/20 10.3 7/30/20

10.29 Separation Agreement and Release, effective July 4, 2020, between Amkor Technology, Inc.

and Stephen D.

10-Q 6/30/20 10.4 7/30/20

10.30 Separation and Release Agreement, dated September 27, 2021, between Amkor Technology, Inc.

10-Q 9/30/21 10.1 10/29/21

Incorporated by Reference Included Herewith

Exhibit Number Exhibit Description Form Period Ending Exhibit Filing Date

10.33 Executive Severance Agreement, dated November 15, 2022, between Amkor Technology, Inc.

13 unchanged sentences

10-K 12/31/22 10.34 2/22/23

10.36 Executive Employment Agreement, effective January 1, 2023, between Amkor Technology Korea, Inc.

and Steve Shin*†

10-K 12/31/22 10.35 2/22/23

10.37 Syndicated Loan Agreement among J-Devices Corporation, Sumitomo Mitsui Banking Corporation and other financial institutions, dated as of July 13, 2018 (English translation).

8-K 10.1 7/19/18

10.38 Guaranty by Amkor Technology, Inc.

in favor of Sumitomo Mitsui Banking Corporation and other financial institutions, dated as of July 13, 2018 (English translation).

8-K 10.2 7/19/18

10.39 Loan and Security Agreement, dated as of July 13, 2018, by and among Amkor Technology Singapore Holding Pte, Ltd., Bank of America, N.A.

and other financial institutions.

8-K 10.3 7/19/18

10.40 Amendment to Loan and Security Agreement, dated as of July 8, 2019, by and amount Amkor Technology Singapore Holding Pte, Ltd., Bank of America, N.A.

and other financial institutions.

10-Q 6/30/19 10.2 8/1/19

10.41 Guaranty and Security Agreement, dated as of July 13, 2018, by and among Amkor Technology, Inc., and Bank of America, N.A.

8-K 10.4 7/19/18

10.42 Syndicated Loan Agreement among J-Devices Corporation, Sumitomo Mitsui Banking Corporation and other financial institutions, dated as of December 23, 2019 (English translation)

8-K 10.1 12/26/19

10.43 Guaranty by Amkor Technology, Inc.

in favor of Sumitomo Mitsui Banking Corporation and other financial institutions, dated as of December 23, 2019 (English translation)

8-K 10.2 12/26/19

10.44 Deed of Guaranty by Amkor Technology Singapore Holding Pte.

in favor of Sumitomo Mitsui Banking Corporation and other financial institutions, dated as of December 23, 2019 (English translation)

8-K 10.3 12/26/19

Incorporated by Reference Included Herewith

Exhibit Number Exhibit Description Form Period Ending Exhibit Filing Date

10.38 Secured Facility Agreement, dated March 28, 2022, between Amkor Technology, Inc., as parent, Amkor Technology Singapore Holding Pte.

1 unchanged sentence

8-K 10.1 3/29/22

19.1 Insider Trading Policy of Amkor Technology, Inc.

21.1 List of subsidiaries of the Registrant.

6 unchanged sentences

97.1 Excess Compensation Recovery Policy.*

10-K 12/31/23 97.1 2/16/24

101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

Incorporated by Reference Included Herewith

Exhibit Number Exhibit Description Form Period Ending Exhibit Filing Date

101.SCH Inline XBRL Taxonomy Extension Schema Document X

22 unchanged sentences

Megan Faust (Principal Financial Officer and Principal Accounting Officer)

Kim Executive Chairman February 16, 2024

Kim Executive Vice Chairman February 16, 2024

Kim Chairman February 21, 2025

/s/ Douglas A.

5 unchanged sentences

/s/ Daniel Liao Director February 21, 2025

/s/ John Liu Director February 21, 2025

/s/ MaryFrances McCourt Director February 21, 2025

5 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures